1. INTERPRETATION

 1.1. The following expressions shall have the meaning set opposite them below, and cognate expressions shall bear corresponding meanings:

1.1.1    ‘APP’ - means a software application available to Panic Station members or Subscribers, and to the general public provided to us within the Republic of South Africa and any upgrades from time to time and any other software or documentation which enables the use of the App.

1.1.2.   ‘EFFECTIVE DATE’ - Means the date of signing or the date the agreement is electronically accepted.

1.1.3.  ‘EMERGENCY SERVICE’ - Means the Tracking, Recovery & Emergency service rendered by THIRD-PARTY PROVIDER utilizing the TRACKING SERVICE through the use of the APP. 

1.1.4.  FALSE ALARM - Means any incident where the EMERGENCY SERVICE was activated by the USER where the USER is not in need of the EMERGENCY SERVICE. 

1.1.5.   PANIC STATION(S): refers to OVER UNDER SOLTUIONS (PTY) LTD, trading as PANIC STATION.

1.1.6     POSITIVE INCIDENT - Means any incident where the EMERGENCY SERVICE was activated by the USER or PROVIDER where the USER was in need of the EMERGENCY SERVICE.

1.1.7.   ‘SERVICE AREA’ - Means those areas within the boundaries of the Republic of South Africa;

1.1.8.   ‘THIRD PARTY PROVIDER’ – refers to ITA Tracking, Recovery and Asset Management (Pty) Ltd t/a The ITA Group Reg. No: 2004/022643/0.

1.1.9. ‘TRACKING SERVICE’ - Means any satellite tracking service installed on any cellular device belonging to ‘THE USER’;

1.1.10. ‘USER’/’CUSTOMER’ – refers to yourself as user of the App and service of Panic Station to whom the EMERGENCY SERVICE has been on sold and whose cellular device is registered on the THIRD PARTIES DATABASE, and whose monthly subscription is paid in full;

 

2. GENERAL ACKNOWLEGMENTS   

2.1.      THE THIRD-PARTY PROVIDER will render EMERGENCY SERVICE through the use of an APP provided by PANIC STATION to the users and its customers of the APP in the SERVICE AREA as defined above in Clause 1.

2.2       The EMERGENCY SERVICE rendered by THE THIRD-PARTY PROVIDER in the SERVICE AREA to the CLIENT in regard to its USER is only applicable to:

2.1.1    Users with cellular devices on which the APP and TRACKING SERVICE have been installed; and

2.1.2    CUSTOMERS whose EMERGENCY SERVICE subscriptions are paid in full; and

2.1.3   While the CONNECTION FEE is paid in full until such time as it falls away as stipulated in clause 1.1.2.

2.2       All services and costs incurred in respect of FALSE ALARMS will be for the account of the USER/CUSTOMER.  Such services will be charged for at R900-00 (Nine Hundred Rand) excluding vat per hour in respect of services and any actual costs incurred shall be recovered from the USER/CUSTOMER, it being recorded that any costs or charges shall be reasonable and proportionate with what was called for in a specific situation.

2.3      Should the USER/CUSTOMER require THE THIRD-PARTY PROVIDER to perform additional services after the EMERGENCY SERVICE has been provided, additional fees may be levied, but only after the USER/CUSTOMER has agreed to such services and fees.

2.4      The EMERGENCY SERVICE is available twenty-four (24) hours a day, seven (7) days a week, throughout the SERVICE AREA.

2.5      The EMERGENCY SERVICE will be rendered on a continuous basis and the dispatch will be done by THIRD PARTY PROVIDER as soon as possible after confirmation from the USER/CUSTOMER or a duly authorised representative or agent in his absence, that the EMERGENCY SERVICE is required.

2.6       Should PANIC STATION or the THIRD-PARTY PROVIDER not be able to contact you after 3 (Three) attempts, they will attempt to contact your nominated emergency contact using the information provided by you to PANIC STATION. Your emergency contacts may instruct us to send assistance to the location of the originating alert (if the location can be obtained).

2.7       A detailed report will be provided to the USER/CUSTOMER within 24 hours after any INCIDENT.

2.8       THE THIRD-PARTY PROVIDER confirms that it does have cross border capabilities outside of the SERVICE AREA, but that this does not form part of the normal extent of this service and is not a contractual obligation.

 

3. THE THIRD-PARTY PROVIDERS OBLIGATIONS

 3.1      THE THIRD-PARTY PROVIDERS hereby undertake that it will at all times during the duration of this Agreement, perform the terms and conditions as set out in this Agreement and in particular will ensure that:

3.1.1    The EMERGENCY SERVICE is rendered in terms of paragraph 2 above on a professional and in a diligent manner;

3.1.2    Any changes detected on the PANIC STATIONS USER/CUSTOMER database will be brought to the attention of PANIC STATION for rectification;

3.1.3    Monthly invoices are issued for services rendered to the PANIC STATION; 

3.1.4    Instructions are received from PANIC STATION in regards to additional services requested by USERS / CUSTOMERS, prior to such steps being taken.

 

 4. PANIC STATIONS OBLIGATIONS

 4.1      PANIC STATIONS hereby undertake that it will at all times during the duration of this Agreement perform the terms and conditions set out in this Agreement and in particular ensure that:

 4.1.1   The inclusion of a new USER/CUSTOMER to the database,

 4.1.2   The inclusion of a new device used by the USER/CUSTOMER to the database,

 4.1.3   Any changes in USER/CUSTOMER details are added to the database,

 4.1.4   The database and the App are properly maintained.

 

5. COSTS ASSOCIATED WITH USE

5.1.      All FALSE ALARMS will be billed at R900-00 (Nine Hundred Rand) excluding VAT, per hour.

5.2       Any incident outside the SERVICE AREA, will be charged at R12 000 (Twelve Thousand Rand) excluding VAT, as a once off fee.  It is not part of the standard extent of service and will require a specific request from the USER/ CUSTOMER.

5.3       Payments will be made on a monthly basis in advance on or before the 7th day of every month, with the first payment on or before the Effective Date.

5.4       The monthly subscription fee as well as hourly rate is subject to a yearly escalation at the CPIX rate on each anniversary of the effective date.

5.5       All services and costs incurred in respect of FALSE ALARMS will be for the account of the USER/CUSTOMER and any additional actual costs incurred shall be recovered from the USER/CUSTOMER, it being recorded that any costs or charges shall be reasonable and commensurate with what was called for in a specific situation.

 

6. DURATION

This Agreement shall commence on the EFFECTIVE DATE and shall endure for a period of thirty-six (36) months from date of signature hereof by the last party signing same where after this Agreement may be renewed on such terms and conditions as may be mutually agreed upon.  Notwithstanding this, it is recorded that the agreement and any obligation to make any payments in terms hereof, shall apply for as long as there are cellular devices belonging to the USER/ CUSTOMER, registered on the database.

 

7. LICENCE

7.1       As an active and paying member of PANIC STATION, we grant the USER/CUSTOMER a non-exclusive, royalty-free and revocable licence to the use of the App in accordance with these terms;

7.2       We may amend or terminate the licence to use the App at any time, and for any reason, notwithstanding the provisions of clause 6 above.   

7.3       Upon termination, the rights and licences granted to you herein shall terminate and the USER/CUSTOMER must cease all use of the App.

 

8. USER ACKNOWLEDGMENTS AND OBLIGATIONS

8.1       As a USER/CUSTOMER of PANIC STATION and access and use of the service constitutes your agreement to be bound by these terms, which establishes a contractual relationship between you and PANIC STATION, if you do not agree with these terms and condition, you may not access or use the services. The USER/CUSTOMER therefore agrees and or acknowledges that:

  1. the App is provided “as is” and “as Available” without the provider providing any warranty of any kind
  2. the use of the App requires the USER/CUSTOMER to have a compatible mobile telephone and/or handheld device. The onus rests on the USER/CUSTOMER to make sure that the mobile device or handheld device has the necessary airtime, data or internet access to ensure that the App is able to function.
  3. The onus is on the USER/CUSOTMER to ensure that all information provided to PANIC STATION is correct and accurate and ensure that all contact information is kept up to date in order for the App to be used as intended.
  4. The App shall solely be used for it’s intend purpose, that of providing emergency services to USER/CUSTOMER in distress, and shall not be used for commercial or illegal purposes.
  5. The use of the App is provided over the use of internet, mobile networks and date, the App therefore relies on the quality and availability of the network in the area, PANIC STATION and/or THIRD PARTY PROVIDER cannot be held responsible in any way for the unavailability of network services.
  6. All trademarks, copyrights, database rights and any or other intellectual property rights of any nature within relation to the App, PANIC STATION and/or the THIRD-PARTY PROVIDER, remain the property of PANIC STATION.
  7. The USER/CUSTOMER retains no further rights in respect of the App, other than the licence signed by the USER/CUSTOMER.
  8. the USER/CUSTOMER shall not, or allow third parties on its behalf, to make or distribute images, copies or information of the App, any attempt to alter; copy; decompile; disassemble; engineer; exchange; modify; reproduce; reverse; transfer or translate the App; or create any form of derivative works of the App of any kind whatsoever.

8.2       No USER/CUSTOMER shall remove any copyright or other proprietary notices from any portion of the services, reproduce, modify, prepare derivatives works based on, distribute, license, lease, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the services of PANIC STATION. Further no user shall Decompile, reverse engineer or disassemble the services, link to, mirror, or frame any portion of the services, cause or launch any programs or scripts for the purposes of scraping, indexing surveying, or otherwise data mining any portion of the services or unduly burdening or hindering the operation and/or functionality of any aspect of the services, or attempt to gain unauthorised access to or impair any aspect of the services or its related systems or network.

8.3       The USER/CUSTOMER shall be responsible for all charges levied by your mobile network provider for access to it network whilst downloading the APP as well as the use of the APP, or any such THIRD-PARTY charges that may arise through the use of the APP;

8.4       At no time shall the PANIC STATION of the App be liable for any THIRD-PARTY conduct in the use of the APP or the emergency services.

8.5       PANIC STATION cannot be held responsible nor can it guarantee the response time of the emergency services to the location of the app USER/CUSTOMER. However PANIC STATION has put measures in place to ensure that a reasonable response time shall be executed once the USER/CUSTOMER has indicated that it requires the requisite emergency services.

8.6       PANIC STATION assumes no liability whatsoever for any direct or indirect loss or damage arising from the USER.CUSTOMERS use of the APP or howsoever arising (whether arising from negligence or otherwise).

8.7       The USER/CUSTOMER, indemnifies PANIC STATION and hold us harmless for any loss, damage, harm or injury (whether arising from negligence or otherwise) which may be sustained as a result of the use of the APP; costs; expense; loss or damages which may be made by THE THIRD-PARTY PROVIDER.

 

 

 

8.8       The EMERGENCY SERVICES requested may be made available or accessed in connection with THIRD-PARTY services in connection with THIRD PARTY services and content (including advertising) that PANIC STATION does not control.

8.9       The USER/CUSTOMER may not authorize Third Parties to use your account unless they are accompanied by you;

8.10     The USER/CUSTOMER may not assign or otherwise transfer your account to any person or entity;

8.11     The USER/CUSTOMER will not in the use of this service cause any damage, nuisance, vulgar language or annoyance towards any of the THIRD-PARTY PROVIDERS. 

 

9. INDEMNITY / LIMITATION OF LIABILITY

9.1       The EMERGENCY SERVICES are provided “as is” and “as available”. Panic Station disclaims all representation and/or warranties, express or implied or statutory, not expressly set out in these terms, including the implied, warranties of merchantability, fitness for a particular purpose and non-infringement. In addition, PANIC STATION makes no representation warranty, or guarantee, regarding the reliability, timeliness, quality suitability or availability of the EMERGENCY SERVICES or any service requested through the use of the EMERGENCY SERVICES, or that the service and/or EMERGENCY SERVICE will be uninterrupted or error-free. PANIC STATION does not guarantee the quality, suitability, safety, or ability of THIRD PARTY PROVIDERS nor any harm by the user by a THIRD-PARTY PROVIDER. You agree that the entire risk arising out of your use of the EMERGENCY SERVICES requested in connection therewith, remains solely with you as the USER/ CUSTOMER, to the maximum extent permitted under applicable law.

9.2       You as the USER/CUSTOMER agree to indemnify and not to hold PANIC STATION and its officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities and expenses (including Attorney’s fees) arising out of or in connection with;

9.2.1    Your use of the service or EMERGENCY SERVICES obtained through the use of the App;

9.2.2    Your breach or violation of any of these terms

9.2.3    Your violation of rights of any third party, including and not limited to THIRD PARTY PROVIDERS.

9.3       PANIC STATION shall not be liable for indirect, incidental, special exemplary, punitive or consequential damages including but not limited to; lost profits, lost data, personal injury or property damage related to, in connection with, or resulting from any use of the service. Panic Station shall liable for any damage liability or losses arising out of;

9.3.1    Your use of the of or the USERS/CUSTOMERS reliance on the service, or your inability to access or use the service,

9.3.2    Any transaction or relationship between you and any third party, nor shall PANIC STATIONS be liable for any delay or failure in performance resulting from causes beyond PANIC STATIONS control.

9.4       You acknowledge that the EMERGENCY SERVICES as provided above as provided by an independent third party and therefore PANIC STATION cannot be held accountable or liable for the actions, losses or damage cause in connection to the THIRD-PARTY services.

 

10. FORCE MAJEURE

10.1     Delay or failure to comply with or breach of any terms and conditions of this agreement if occasioned by or resulting from but not limited to an act of God, fire, explosions, earthquakes, floods, civil commotion or other civil strife, riot, strikes, blockade, embargo, or any circumstances of like or different nature beyond the reasonable control of the Party, will not be deemed to be a breach of this agreement not will it be subject either Party to any liability to the other.

10.2     Panic Stations reserves the right should the circumstances as per the force majeure above arise, not to send armed guards to the users location.

 

11. DOMICILIUM

11.1     The parties choose as their domicilia citandi et executandi for all purposes under this agreement, whether in respect of legal processes, notices or other documents or communication of whatsoever nature (including the exercise of any option), the following addresses:

PANIC STATION:

Physical Address:

Postal Address:

Telephone:

Facsimile: 

Email:

 

            THE USER/ CUSTOMER: As per the details form / page as duly completed by the USER/ CUSTOMER.

11.2     Any notice or communication required or permitted to be given in terms of this agreement shall be valid and effective only if in writing. It shall be competent to give notice by hand, by telefax and per registered post.

11.3     Either party may by notice to the other party change the physical address chosen as its domicilium citandi et executandi to another physical address in South Africa or its telefax number or its postal address, provided that the change shall become effective on the 7th day from the deemed receipt of the notice by the other party.

11.4     Any notice to a party:

11.4.1  Sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it, as its domicilium citandi et executandi shall be deemed to have been received on the 7th business day after posting (unless the contrary is proven);

11.4.2  Delivered by hand to a responsible person during ordinary business hours at its domicilium citandi et executandi, shall be deemed to have been received on the day of delivery; or

11.4.3  Sent by fax or email to its chosen email address or fax number stipulated as its domicilium citandi et executandi, shall be deemed to have been received on the date of despatch (unless the contrary is proved);

11.4.4  Notwithstanding anything to the contrary herein contained, a written notice or communication actually received by a party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered as its chosen domicilium citandi et executandi.

 

 

12. PRIOR AGREEMENTS

This Agreement supersedes all prior arrangements, undertakings, understandings and arrangements between the parties regarding the subject matter, whether tacit, oral, written or otherwise.

 

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa.

 

14. GENERAL

14.1     This Agreement constitutes the whole and only Agreement between the parties relating to the subject matter in question.

14.2     No amendment, variation or consensual cancellation of this Agreement shall be binding unless recorded in writing and specifically agreed by both parties.

14.3     No extension of time or waiver or relaxation of any of the provisions of this Agreement shall operate as an estoppel against any party in respect of its rights under this Agreement, nor shall it operate to preclude such party from exercising its rights strictly in accordance with this Agreement.

14.4     Clause and paragraph headings are for the purposes of reference only and shall not be used in the interpretation of this Agreement.

14.5     Words and phrases defined in this Agreement shall also apply in the interpretation of the same words and phrases in annexures or schedules to this Agreement save where specifically indicated to the contrary in such annexures or schedules.

14.6     Unless the context otherwise requires:

14.6.1  the singular shall include the plural and vice versa;

14.6.2  words indicating a gender shall include other genders;

14.6.3  words indicating natural persons shall include juristic persons.

14.7     The rule of construction that a contract be interpreted against the party responsible for the drafting or preparation of the contract, shall not apply.

 

 

Over Under Solutions was conceptualized in 2015, with a hand full of like minded people with a common goal to provide innovative solutions to our clients... read more

SIGN UP NOW!

CONTACT INFO

Everyday is a new day for us and we work really hard to satisfy our customers everywhere.
Panic Stations
17 Spinnaker ave, Dalpark ext. 1 Brakpan, 1540
086 111 5192 info@panicstation.co.za Mon – Sun 24 hours
Copyright © 2017 Panic Station | Terms and Conditions | All rights reserved. Developed by Euphoria Software